BIRMAN MANAGED CARE INC
8-K, 1999-04-01
MANAGEMENT CONSULTING SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

               CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 1, 1999

                            BIRMAN MANAGED CARE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<CAPTION>
         DELAWARE                         333-11957                          52-1884092
         --------                         ---------                          ----------
<S>                                <C>                           <C>
(STATE OR OTHER JURISDICTION       (COMMISSION FILE NUMBER)      (IRS EMPLOYER IDENTIFICATION NO.)
     OF INCORPORATION)
</TABLE>

1025 HIGHWAY 111 SOUTH, COOKVILLE, TENNESSEE                     38501
- --------------------------------------------                     -----
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                     (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (931) 372-7800

                                 NOT APPLICABLE
                                 --------------
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT

================================================================================


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Item 4. Changes in Registrant's Certifying Accountant.

        On March 26, 1999, Deloitte & Touche LLP ("Deloitte") resigned from its
position as the independent auditors of Birman Managed Care, Inc., a Delaware
corporation (the "Company").

        Deloitte's reports on the Company's financial statements for the past
one year did not contain an adverse opinion or a disclaimer of opinion, and were
not qualified or modified as to uncertainty, audit scope, or accounting
principles.

        During the Company's most recent fiscal year and the interim periods
ending September 30, 1998 and December 31, 1998, there were no disagreements
with Deloitte on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Deloitte, would have caused Deloitte to make
reference to the subject matter of the disagreements in connection with their
reports. The Company is aware of no such disagreements with Deloitte for the
current period. During these periods, there were no "reportable events" as that
term is defined in Item 304(a)(1)(v) of Regulation S-K.

        The Company requested that Deloitte furnish it with a letter addressed
to the Securities and Exchange Commission stating whether it agrees with the
above statements. A copy of that letter dated April 1, 1999 is filed as Exhibit
16.2 to this Form 8-K.

Item 7. Exhibits.

     16.2      Letter from Deloitte & Touche LLP dated April 1, 1999 on Change
               in Certified Accountant.


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                                   SIGNATURES


        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


April 1, 1999                          BIRMAN MANAGED CARE, INC.


                                       /s/ DAVID N. BIRMAN
                                       -----------------------------------------
                                       David N. Birman
                                       Chairman of the Board, President and
                                       Chief Executive Officer


April 1, 1999                          /s/ SUE D. BIRMAN
                                       -----------------------------------------
                                       Sue D. Birman
                                       Executive Vice President
                                       (Principal Accounting Officer)



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                                                                    Exhibit 16.2
April 1, 1999


Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, DC 20549

Dear Sirs/Madams:

We have read and agree with the comments in Item 4 of Form 8-K of Birman Managed
Care, Inc. dated April 1, 1999.

Yours truly,



DELOITTE & TOUCHE LLP


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